Bakkt, Inc. SEC Filings

Bakkt, Inc. is registering for resale up to 21,010,640 shares of Class A Common Stock held by various selling stockholders, including shares issued in connection with the DTR Acquisition, the Up-C collapse and the Gyzer acquisition. The registration is to satisfy contractual registration rights and does not involve the company selling shares; proceeds from resales will be received by the selling stockholders.

The company may receive proceeds only if certain warrants are exercised for cash: up to $11,764,680 from ICE warrants and up to $2,500,000 from Gyzer Acquisition Warrants. Shares outstanding were 47,866,956 as of April 30, 2026.

Bakkt, Inc. reported Q1 2026 revenue of $243.6 million, down from $1,065.8 million in Q1 2025, as lower crypto trading volumes reduced activity. Operating expenses were $260.5 million, yielding a net loss attributable to Bakkt of $11.7 million versus $7.7 million net income a year earlier.

Adjusted EBITDA loss widened to $13.7 million from $11.7 million. Cash, cash equivalents and restricted cash were $82.6 million as of March 31, 2026, and the company reported no long-term debt. Bakkt also closed its all-stock acquisition of Distributed Technologies Research and highlighted three growth engines: Markets, Agent and Global.

Bakkt, Inc. reported a first-quarter 2026 net loss of $11.7 million, compared with net income of $7.7 million a year earlier, as crypto services revenue fell to $243.6 million from $1,065.8 million.

Total assets were $213.4 million, including $80.0 million of cash and cash equivalents and $64.7 million of goodwill. Operating activities used $12.1 million of cash, but Bakkt strengthened liquidity with $69.6 million of equity offering proceeds and $21.5 million raised via at-the-market sales, and management believes existing cash will fund operations for 12 months.

Bakkt, Inc. investor Akshay Sudhir Naheta filed Amendment No. 3 to his Schedule 13D, reporting beneficial ownership of 11,138,989 shares of Class A common stock, or 22.3% of the class. He holds sole voting and dispositive power over all reported shares.

The position includes 9,026,408 shares of Class A common stock, options to acquire 1,308,725 shares, and 803,856 shares tied to performance-based restricted stock units. On April 30, 2026, Naheta received 7,927,831 consideration shares under a Share Purchase Agreement that combined Bakkt’s business with Distributed Technologies Research Global Ltd., in exchange for his equity in DTR and without cash payment.

Bakkt, Inc. CEO and President Akshay Sudhir Naheta reported an acquisition of 7,927,831 shares of Class A Common Stock on April 30, 2026. The shares were issued at $0.00 per share as stock consideration for Bakkt’s acquisition of Distributed Technologies Research Global Ltd. (DTR).

These shares, described as “Consideration Shares” in the Share Purchase Agreement dated January 11, 2026, were issued to Naheta in his capacity as a DTR stockholder at the deal’s closing. Following this issuance, he directly holds 9,026,408 shares of Bakkt Class A Common Stock.

Intercontinental Exchange, Inc. and Intercontinental Exchange Holdings, Inc. report beneficial ownership of 8,380,362 Bakkt Class A shares, representing 19.8% of the class. This figure includes 7,919,002 outstanding shares and 461,360 shares underlying Replacement Warrants that only gain voting power if exercised.

The percentage is calculated against 41,878,871 Bakkt shares outstanding, combining 30,562,096 shares as of March 11, 2026 and 11,316,775 shares issued April 30, 2026. The amendment states the change reflects dilution from Bakkt’s new share issuance, not any recent buying or selling by the reporting parties, who report no transactions in the past 60 days.

Bakkt, Inc. is asking stockholders to vote at a virtual 2026 annual meeting on June 23, 2026. Investors will elect Class II directors Michael Alfred and Lyn Alden to terms running until the 2029 meeting, hold an advisory vote on executive compensation, and ratify Grant Thornton LLP as independent auditors for 2026.

The company highlights a rebuilt strategy under CEO Akshay Naheta, focusing on three business lines: Bakkt Markets, Bakkt Agent, and Bakkt Global. The board is majority independent with an independent chair, fully independent key committees, a clawback policy tied to restatements, and strict prohibitions on hedging, pledging, and short-term trading in company stock. Non‑employee directors receive cash retainers plus annual RSU awards, while named executives are compensated through salary, bonus potential, and significant equity incentives aligned with long-term performance and change‑in‑control protections.

Bakkt, Inc. completed its acquisition of Distributed Technologies Research Global Ltd. through its Cyprus subsidiary Bividen Limited, paying in stock rather than cash. At closing, Bakkt issued 11,316,775 shares of Class A common stock as consideration to DTR’s beneficial holders.

The deal structure is tied to 31.5% of Bakkt’s fully diluted equity (excluding warrants) before closing, adjusted by 196,532 shares based on shareholder loans and excess transaction costs using a $8.65 volume‑weighted average price. Bakkt may issue up to an additional 725,592 shares if certain pre‑existing warrants are exercised. Following closing, CEO Akshay Naheta beneficially owns 11,127,563 shares, or about 22.3% of Bakkt’s securities, and the transaction triggered a change in control for reporting purposes.